Eurazeo / 2018 Registration document

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Information on the Company – Bylaws

Article 10 – Payment of shares The number of shares issued during a capital increase and to be paid up in cash is payable under the terms and conditions determined by the Supervisory Board. Subscribers and shareholders are notified of calls for funds at least fifteen (15) days before the date set for each payment by a notice published in a legal gazette of the location of the registered office or by registered letter sent individually to subscribers and shareholders. All delays in payment of sums due on the unpaid shares shall automatically, and without the need for any formality whatsoever, lead to the payment of interest calculated at the legal rate plus two (2) points, day after day, as from the due date, without prejudice to any action in personam that the Company may bring against the defaulting shareholder and enforcement measures provided by law. Article 11 – Members of the Supervisory Board The Supervisory Board has a minimum of three (3) and a 1. maximum of eighteen (18) members, subject to the exemption granted by law in the event of a merger. The members of the Supervisory Board are appointed by Ordinary Shareholders' Meeting. When a vacancy arises for one or more Board members, the Board itself may appoint replacements by co-optation, each being appointed for the remaining period of office of his/her predecessor, and subject to ratification of the appointment by the next Shareholders' Meeting. The number of Supervisory Board members aged over seventy (70) may not exceed one-third of the total number of Supervisory Board members at any time. When this proportion is exceeded, the oldest member of the Supervisory Board, with the exception of its Chairman, must resign his/her position at the end of the next Ordinary Shareholders' Meeting. Each Supervisory Board member must hold at least two hundred 2. and fifty (250) Company shares throughout his/her entire term. Members of the Supervisory Board are appointed for a period of 3. four (4) years. They may be re-appointed. The duties of members of the Supervisory Board terminate at the end of the Ordinary Shareholders' Meeting approving the financial statements for the preceding fiscal year that is held during the year in which their term of office expires. The Supervisory Board also includes, pursuant to the provisions of 4. Articles L. 225-79-2 et seq. of the French Commercial Code, one or two members representing employees, subject to a regime governed by prevailing law and these Bylaws. When the number of members of the Supervisory Board appointed by Ordinary Shareholders' Meeting is less than or equal to twelve, one member of the Supervisory Board is appointed to represent employees for a period of four (4) years by the Company's Work Council. When the Supervisory Board has more than twelve members, a second member of the Supervisory Board representing employees must be appointed in accordance with the same procedure. Should the number of members of the Supervisory Board appointed by Ordinary Shareholders' Meeting become equal to or less than twelve,

the term of office of the second member of the Supervisory Board representing employees shall continue to its end. The renewal of the terms of office of the members of the Supervisory Board representing employees will be subject to the number of employees remaining above the legal threshold. Members of the Supervisory Board representing employees are not taken into account when determining the minimum or maximum number of members of the Supervisory Board set by Article 11.1 of these Bylaws. By exception to the obligation set out in Article 11.2 of these Bylaws, members representing employees are not required to own Company shares. In addition, they shall receive no attendance fees in respect of their duties. Article 12 – Chair of the Supervisory Board The Supervisory Board elects a Chairman and one or more 1. Vice-Chairmen for the full period of their appointment. Both functions must be filled by natural persons. The Supervisory Board sets their compensation, whether fixed or variable. The Chairman is responsible for calling Board meetings at least four times a year, and for chairing the proceedings. The Vice-Chairman or Vice-Chairmen have the same 2. responsibilities and prerogatives as the Chairman, when the Chairman is unable to attend or has delegated his/her duties temporarily. The Supervisory Board may appoint a secretary, either from 3. among its own members or from outside the Board. Article 13 – Proceedings of the Supervisory Board Supervisory Board members may be notified of Board meetings 1. by any form of communication, including orally. Supervisory Board meetings are held at the registered office or in any other place specified in the notice of meeting. Meetings are chaired by the Supervisory Board Chairman or, in the absence of the latter, by a Vice-Chairman. Meetings are held and proceedings conducted subject to the 2. legal provisions governing quorum and majority rules. Where voting is tied, the meeting Chairman will have the casting vote. The Supervisory Board drafts Internal Rules, which may provide 3. that, except in cases of resolutions relating to the appointment or replacement of its Chairman and Vice-Chairmen, and those relating to the appointment or dismissal of Executive Board members, for the purposes of quorum and majority rules, Supervisory Board members may participate in Board meetings through video conferencing or another form of telecommunications, as provided by applicable law and regulations. Minutes are recorded of Supervisory Board meetings and copies or 4. extracts thereof are certified and distributed in accordance with the law.

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Eurazeo

2018 Registration Document